Marvel vs Aliens
by Benji The Vampire Confuser
Summary: Pretty much how it sounds. Not for the faint of heart.
1. Prologue

**Marvel vs. Aliens**

**By Benji The Vampire Confuser**

_In the tradition of Mars Attacks Image comes this massive crossover. The Aliens are the property of 20th Century Fox, and are licensed to Dark Horse Comics. All other major characters are the property of Marvel Comics._

* * *

**Prologue**

The Exploration Vessel Mardicus hurtled through space at a speed a thousand times the speed of light. It's outward appearance gave no hint of danger or threat. It's peaceful appearance however was only a mask for the terror that lurked inside.

"Give me a damage report Masus." the captain ordered tensely. For all he knew, he and his first mate were the only ones left alive on the ship.

"Communications are down." Masus said. "Engines are still operational, but I can't shut them down. Navigation is partially down..."

"What do you mean partially?"

"I can find out where we're headed, but I can't change course. It's as if these thing's were deliberately disabling our key systems, one by one."

"What about internal sensors?" the captain asked. He was grasping at straws, he knew. But there was nothing else to hold on to. Even hope had become a luxury he could not afford.

"Sensors are off line." Masus said, frustrated. "But our internal communications are still working." He went through the systems one by one, the only one still working besides internal communications and navigation was life support.

Internal security systems had been among the first to go. The door to the bridge was welded shut. That should keep anything from getting in, but it also trapped them in. "Sir," a hint of panic beginning to creep into his voice.

_Please hold together Masus_. the captain thought. _Don't fall apart on me now._

"What's wrong Masus?" he said aloud.

"Sir, internal communications are still working, but, I can't raise anyone."

"So," the captain sad sadly, "We are the last." His melancholy thoughts were rudely interrupted by a loud bang on the door. Masus' head jerked up.

"They've found us."

"Indeed they have. However," he grabbed his gun from it's holster, "They will not do to us, what they did to the rest." He took one last look out the view screen. His gasp of horror was drowned out by the increasing volume of the pounding on the out side door.

"Quickly Masus!" A dent appeared in the door. "What is our heading?"

Masus looked quickly at the console.

"By the Phoenix no!" Another dent. "We're headed for Earth. That's a heavily populated planet!" Now the dent's had grown to bulges.

"Masus, please tell me the self destruct still works." Masus appeared about to answer, when with a great screeching of metal, the door gave way. Masus grabbed his gun, only to have it knocked from his hand. He grabbed the creature's arms, and hurled it away from him. He reached desperately for the self destruct mechanism, but before he could reach it, he felt a stabbing pain in his back and stomach.

Captain Noras watched as his friend was impaled on the creature's tail. He knew he would never reach the controls in time. There were now five of the creatures in the room, and more were probably on their way.

"If there is any justice in this universe, they will be killed in the crash." He raised the gun to his head, and pulled the trigger.

The ship continued on it's course towards earth. It's peaceful appearance not revealing the awful nightmare about to begin.

To be continued...


	2. Generation X

**Part 1: Generation X**

Paige laid peacefully on the roof of the main building, gazing up at the stars. She'd read all about the X-Men's adventures with the Shi'ar Imperium, and the other races that inhabited the galaxy. For some, knowing for sure that aliens existed would take some of the wonder and luster from the stars. But not from Paige Guthrie.

Born a mutant, with the power to shed her skin for a new form underneath, she knew that there would always be mysteries to solve, new wonders to uncover. It never crossed her mind that outer space might have creatures born of nightmares inhabiting it. But that would soon change.

_Th' stars look so peaceful from here._ she thought. _Hard to believe that somewhere out there, wars are being waged._

"Hey Hayseed!" Jubilee called from the window. "C'mon! MST3K is starting! They're gonna watch Invasion of the Body Snatchers!"

Paige sighed. Leave it to Jubilee to spoil the mood. She took one last look at the sky, and blinked. She thought at first that it might be her imagination, but it was still there when her eyes opened.

"Jubilee look!" she said. "A shooting star!" Sure enough something streaked across the sky.

"Oh goody!" Jubilee said sarcastically. "Let's make a wish."

Paige glared at her but didn't answer. The object continued to descend, and she noticed that it didn't disappear as most shooting stars did. Instead it seemed to grow.

"Uh Hayseed, I don't think this is any shooting star."

"Really Jubilee? What was your first clue?" Monet said behind them. Jubilee started.

"Don't you ever sneak up on me like that again!" Jubilee snapped.

"Oh don't be juvenile. It's quite obvious that it's not a shooting star. It's quite simply a ship making a crash landing."

"Oh really," Jubilee said, "Why do you make that assumption?"

"It's painfully simple Jubilation. All one has to do stop and think for once. Oh I'm sorry, thinking is a foreign concept for you isn't it?"

"Look you-"

"Oh would you two knock it off?" Paige said impatiently. "I swear, anyone would think you two were sisters the way you carry on." The rest of the conversation was brought to an abrupt end by a bright flash of light, followed almost immediately by thunder.

"Looks like while you two were fighting the ship crashed." Paige said.

"We weren't fighting!" Jubilee said indignantly.

"We were having a heated debate." Monet agreed.

"Well whatever. I have a feeling Mr. Cassidy is going to want to see us real soon."

* * *

Sean tracked the course of the downed Shi'ar ship. He could not tell where it had come from, or what kind of damage had caused it to crash, but he was able to fix on it's position.  
"Emma," he said into his communicator. "Would ye gather the students please?"

"Would this have anything to do with that little light show we just had?" Emma asked.

"Aye. It might."

* * *

Everett laughed hysterically at the comments being made on the TV.

"These guys are loco." Angelo said, mildly amused. He was used to this kind of movie watching. He and his friends had been thrown out of many a theater for just what these guys on TV were doing. Which didn't particularly bother them since more often than not, they'd snuck in anyway.

Suddenly the reception on the television flickered for a split second, and they heard thunder. Angelo looked out the window and did a double take. The sky was perfectly clear. He could see all the stars and the moon.

"Now that's weird." he said.

"What is?" Everett asked. He got up and joined him at the window. He saw nothing unusual. It was a very nice night.

"Didn't you just hear thunder a second ago?" Angelo asked him.

"Yeah."

"Well don't you think it's just a little strange that we hear thunder but there's not a cloud in the sky?"

"Not really, maybe you're just looking in the wrong direction."

_I'm afraid it's not thunder children._ Emma's voice echoed in their heads. _Come to the computer center quickly._ Angelo and Everett looked at each other. The same thought rang in both their minds.

_Uh oh, what now?_

* * *

Penance sat silently in the computer room, next to Jonathan. No one knew why she had come. Emma had not called her, the last time she'd tried to get into Penance's head, it had left her helpless. Penance had merely instinctively known to come. Jonathan took it as a good sign. She'd come when they needed her.

_Who knows,_ he thought. _Maybe soon she'll be ready to lower her mental defenses. And then maybe we can get a clue as to who she is._

Penance started as the wall beside her began to bulge outward. She tensed ready to attack this new perceived threat. But then, a familiar face formed in the center of the bulge. She relaxed, it was only Mondo. She assumed that if her friends were relaxed around this new boy, then she should consider him a friend.

"Hello Jonathan, Penance." Mondo greeted them. "Where are the others?"

"Hello Mondo." Sean said behind him. He smiled. He hadn't said anything when Mondo had entered the room. The boy had obviously failed to notice him.

"Oh I'm terribly sorry Sean." Mondo apologized calmly. "I didn't see you."

"Not to worry lad." Sean said. Soon after, Emma, Monet, Jubilee and Paige entered the room.

"We were coming to tell ya," Jubilee said, "That we saw a ship crash out in the woods. But as Frosty just told us, you already know."

"Is that what explosion was?" Mondo asked. "Maybe we should go check for survivors."

"We will lad." Sean said. "Just as soon as the others get here." He had a sudden thought. "Emma, did ye contact Artie and Leech as well?"

"I told them what was going on, but I told them to stay where they were. They're not capable of defending themselves yet."

"Good. Now where are Everett and Angelo?" As if on cue, the two boys entered the room.

"What's up Professora?" Angelo asked.

"A Shi'ar ship has crash landed about five miles north of here. We're going to go check out the ship for survivors, and try to find out why the ship crashed."

"What are the Shi'ar?" Everett asked.

"They're an..." Paige and Jubilee said at the same time.

"They're an alien race that the X-Men have had several encounters with." Monet said. She ignored the glares that Paige and Jubilee directed at her.

"Have you contacted Professor Xavier about this?" Jubilee asked.

"Aye I have lass, he said he had complete faith in us."

"Well that's very nice," Emma said, "But perhaps we should get going. While we waste time here, people could be dying."

* * *

The wreckage burned. Nothing moved in the fiery light at first. Then, impossibly, something stirred. Metal scraped metal, as the side of the ship was ripped open from within. A strange, hideous creature emerged from the inferno with it's two burdens. Drops of it's blood hit the ground, and hissed as they dissolved the topsoil. The creature was dying, and in some primitive way, it knew this. But it would not allow that fact to deter it from it's purpose.

In one arm, it carried an ovoid shape. An egg. In the other, it carried a man. The man was burned badly, but he would live. But not for long. On his face was another strange creature. It resembled a large hand, with a tail and too many fingers. The tail was wrapped around his neck, and the fingers clutched his head.

Behind it, another creature, and another emerged from the wreckage, their nightmarish forms glistening in the light from the fire.

The first creature dropped the man, and continued into the forest with the egg. The other two also entered the forest, but in another direction, both of these creatures were unharmed.

* * *

Angelo stopped the jeep a yard away from the burning wreckage of the ship. The crash site had not been hard to find, they just followed the glow on the horizon.

"Nice little bonfire we've got here." he remarked. He did not go too near the crater, the heat, even from here, was oppressive. Dimly, he heard a high pitched squeal signaling the arrival of Sean. Monet landed beside him.

"I saw someone on the other side of the clearing as I was landing." she said. "He looked unconscious."

"Oh well," Jubilee said. "It's a good thing you came to tell us instead of helping him!"

"It's quite obvious that if the heat is uncomfortable from here, it would dangerous to get closer."

"I'll get him." Mondo volunteered. He melted into the ground.

"Well that was easy." Jubilee said.

_Let's try to get this fire out shall we?_ Jonathan suggested.

"Oh you brought a fire hose?" Jubilee snapped.

"I don't think the fire will spread Jonathan." Monet said. "This spot is just too isolated. Look, the fire is already starting to burn itself out." Sure enough, the flames, which had been leaping into the sky, were now merely hopping a foot in the air, and getting lower all the time.

Soon they were able to approach closer to the ship. "There's something strange about it." Jubilee said. "It's too small."

"It could merely be a scout ship of some kind." Monet offered. "Perhaps when the fire has gone completely out and the metal has cooled, we can salvage the computer."

* * *

Mondo flowed through the dirt that he had made a part of himself. He couldn't help but feel sorry for anyone who couldn't experience this. He was now not only made of dirt, but he was one with the earth itself. Above him, he could feel the pressure exerted on the ground by his friends, the ship, and the unconscious man that Monet had seen. He began to flow upward, absorbing stones on the way to protect himself from the heat of the fire. He burst from the ground and noticed that the fire was already dying. He picked up the man, and looked interestedly at the thing on his face.

_It could be a breathing mask._ he thought. _But it looks like it's alive._ He shrugged and emerged completely from the earth. There was no further danger from the fire.

* * *

Jubilee gasped in horror when she saw the thing on the man's face. "What the hell is that thing?" she asked.

"So it's not a breath mask?" Mondo asked interested.

"I don't think so." Jubilee said. She touched the thing and recoiled, shivering. "I don't know what it is, but it gives me the creeps." The thing's tail tightened around the man's neck.

"I think it's safe to say that that thing isn't supposed to be on his face." Paige said. "I suggest that we get this man to the infirmary and get it off him."

"I agree lass." Sean said. "Angelo, you and the others take the jeep. Me 'n Monet'll check out the ship."

"Okay Senor Cassidy."

"Ugh, I'm not sitting next to him."

Sean smiled at Jubilee's comment. He didn't blame her in the least. Truth be told, the thing made him uneasy as well. Shrugging off a slight shudder, he turned to Monet. "Well then Lass, shall we?"

"Of course." Monet walked calmly around the ship, looking for a way in.

Sean marveled at how seemingly unperturbed she was at this. _Does nothing affect the girl?_ he thought.

"Mr. Cassidy, I believe I've found an entrance." Sean came around the wreck to where she stood.

"So ye have girl." he said. She stood before a man-sized, ragged looking hole in the hull of the ship.

"Curious," Monet said as she entered. "This hole appears to have been ripped open, rather than blown open."

This struck a chord in Banshee's mind. The creature on the Shi'ar's face had not been in any account of the X-Men's encounters with them, and how had the man even gotten out of the ship? The Shi'ar were strong true, but not that strong.

Sean followed Monet into the ship. The darkness closed around him so swiftly and completely it was as if he'd been suddenly and completely been struck blind.

"Lass I canna see a bloody thing. Where are we?"

"We appear to be in the engine room Mr. Cassidy." She was silent a moment. "I think we should leave. Now!"

Sean felt her body strike his, and he was propelled out of the ship. Just before it was ripped apart by an explosion that propelled them faster still. When they had finally come to a stop, Sean caught his breath.

"What in bloody hell was that?" he gasped.

"There was some kind of jury rigged bomb on the engine." Monet answered. "Whatever was on that ship, they didn't want it to get out."

"Then we're probably in trouble lass." Banshee told her. "Because judging by that hole, I think it did."

* * *

"What do you suppose that thing is?" Paige asked on the ride home.

"It looks to me like it's some sort of parasite." Emma said. "In any case, we'll know more once we get it off him and can safely study it."

"Yo skins!" Jubilee said. "Going a little fast aren't you?"

Angelo didn't look at her. "I figure that the sooner we get back, the better, si?"

"Oh well when you put it that way..."

* * *

Monet looked at the man who was now lying on an examining table. The thing had not responded to her, or Sean's presence, everyone else having long since left the room. Not that she'd expected it to. She could see why the parasite had disturbed Jubilee, though she herself was too mature to worry.

She checked the monitor next to the man. His vital signs were stable, but there was no way of telling how long that would last. She glanced towards the door, Sean was still on the phone with Professor Xavier. He'd given her free reign with the removal of the parasite.

She'd already tried to pull it of, but even with her supernatural strength, she was unable to even budge it. She'd stopped trying when the man's scalp started to bleed. She'd begun to worry what the parasite would do if she tried to remove it, but she was more worried about what it would do if she didn't remove it soon. The Shi'ar on the ship had obviously thought it dangerous, why else go to such lengths to destroy it?

She opened a drawer in a nearby cabinet. It held a large variety of medical tools, including several surgical ones. She carefully removed a small scalpel, and turned once again to her patient. She bent over the parasite and chose one of it's legs at random. Choosing anything at random was not something she did often, but in this case she decided to make an exception.

Slowly, carefully, she pressed the scalpel against the leg. The skin gave slightly, but she sensed that a person with normal strength would not be able to penetrate it. Therefore, she exerted all her strength on the scalpel when she tried to break the skin. As the scalpel pierced the skin, there was an explosive hiss from the creature's leg. Reflexively, she jerked her head up, and was immediately glad that she did. A yellow fluid burst from the wound and fell to the floor. The wound closed up almost immediately, but she failed to notice that as her attention was riveted on the floor where the fluid had landed. The liquid hissed and bubbled. It seemed to recede into the floor, when in fact, it was melting through the floor. She stared at the hole in the floor, and the scalpel. The blade was melted beyond all recognition.

* * *

Jubilee ran towards the infirmary, ignoring the fact that everyone else had opted for bed. She'd gotten over her aversion to the sight of the parasite, and now she wanted to know what was going on. She skidded to a stop, and looked in surprise at the sight that greeted her.

Monet stood like a statue on the other side of the examining table, looking strait ahead, her eye's glazed over, as if she were in a trance. _Oh no,_ Jubilee thought, _Not again. What set her off this time?_ She walked over to Monet, and examined the immediate area. The man and the parasite were unchanged, but next to the table, a deep hole had appeared. She knelt next to it, and realized that the hole had been burned into the floor. Glancing up at Monet, she noticed something in her hand. She looked at the misshapen sliver of metal. She knew she would have no chance of removing it from Monet's hand. When she went into these trances, she was as immovable as a mountain. Upon close inspection, Jubilee decided that there was only one way of finding out what it was.

She opened the drawer under the monitor, and looked at the array of tools. There was a scalpel missing. Jubilee was so proud of her detective work, that at first she failed to notice, that the parasite, that had been so immobile that it seemed to be part of the man it had attached itself to, was moving.

Jubilee heard a sucking sound from the man, and jerked her head around so fast that her neck hurt. The creature had detached itself from the man and turned towards her.

Jubilee screamed and scrambled backwards, blasting the parasite with fireworks. The parasite crawled slowly to the edge of the table, and fell to the floor. There it lay, unmoving. She stared at it for a moment, then slowly walked over to it, and kicked it. When it failed to respond, she smiled triumphantly.

"I killed it!" she shouted. Monet blinked.

"Killed what Jubilee?" then she looked at the man. "It came off! What happened?" She ignored the smug look that Jubilee gave her.

"What's this? The Unflappable Monet is surprised and in the dark? Does this mean that Hell has frozen over?" Before Monet could respond, Sean entered the room.

"All right kids, time for bed." He stopped short when he saw the dead parasite on the floor. "Saints preserve us! What happened here?"

"I was just asking Jubilee the same question." Monet said, glaring at Jubilee.

"Never mind." Sean sighed. "Just get up to bed. We'll deal with it in the morning." He slipped restraints on the man, sedated him, and placed the dead parasite on the desk.

* * *

Matt silently cursed Jameson for sending him up to Massachusetts to cover some F.O.H. rally in Boston.

"Man if I wanted to hear some fascist bullshit, I'd go visit my hick cousin in West Virginia. At least then I'd hear shit about Blacks, Jews, Foreigners, City Folk _and_ Mutants. A wide variety of Bigotry. Not limited to a single ethnic group. Damnit Jameson! Who want's to read about that shit any way?" On top of all that, Matt hated to travel. He hated sitting behind the wheel of a car for hours on end. "It wouldn't have been so bad if he'd let me fly. But nooo! He's too cheap to pay for plane tickets. Man that Parker got all the cushy assignments. All he had to do was chase around the city after Spider-Man. And now that new guy Ben Reilly managed to clinch that job. Some guys get all the luck."

Matt's thoughts were interrupted by a sudden pressure from his bladder. He cursed again and pulled over to the side of the road. He opened the door and hurried a few feet into the woods to relieve himself. After doing so, he started back to the car, but stopped. He thought he saw something in the bushes to his right. He pushed them aside and stared in amazement at his find.

A dead creature lay next to some sort of egg. At least he thought it was an egg. The creature was jet black, it seemed to be bipedal. It's head was elongated, like a banana, and it seemed to have two mouths. A second protruded from the primary one. He crept closer to the egg to make sure it was what he thought it was. As he approached, the egg slowly began to open.  
He stopped, hovering between his intense curiosity, and his urge to run screaming in terror and leave the country. In the end, curiosity won. He crept closer to the egg, peering in. The creature inside was like nothing he'd ever seen. It was moving slowly, like it was still weak from the birthing process. Matt smiled.

"How could anyone be scared of a little thing like-" The creature sprung.

To be continued...


	3. Generation X prt2

**Part 2: Generation X**

Jubilee could not sleep. She kept having nightmares about the parasite. It chased her through the halls of the dorm, relentlessly pursuing. Finally, she gave up on trying to sleep, and decided on a course of action. She had to make sure that the thing was dead. Once she was sure, she could sleep. Of that she was certain.

She left her room, quietly so as to not wake anyone. She didn't know what she would say if anyone caught her.

"Gee, I was having bad dreams so I thought I'd get some warm milk? Oh yeah, that'd go real great Jubes." She snuck out of the dorm, and ran across the dark campus. She reached the infirmary, and reached for the knob. Suddenly she stopped.

What if it wasn't dead? What if it was waiting on the other side of the door, waiting for some unsuspecting victim? What if-

"You couldn't sleep either Jubilee?" Monet asked, behind her.

Jubilee barely managed to stifle the scream that threatened to out do Banshee. She whirled around, glad for the chance to transfer her fear into anger.

"If you ever sneak up on me like that again..." she warned Monet.

"I am sorry Jubilee. I could not sleep so I thought I would check up on our patient. I was trying not to wake anyone. I did not mean to sneak up on you."

Jubilee let out a breath. "Forget it. Let's do what we came here to do, then try to get some sleep."

_Jeez,_ Jubilee thought. _M must really be spooked to give in so easily. Anyway, it's nice to have some backup._

They walked silently, and cautiously into the infirmary. the parasite lay right where Sean had left it. It was indeed dead. Jubilee let out a sigh of relief, just as Monet let out a gasp of surprise. Jubilee looked where she was looking. The man that hadn't moved since they brought him in, was twitching. Jubilee's eye's widened as the twitching turned into convulsions. The man's eye's opened wide, and he began to emit an eerie, agonized scream. His convulsing became thrashing.

* * *

Emma sat reading in her bed, a romance novel with a picture of Fabio on the cover. She hoped no one would ever find out she liked this stuff.

"Hello Emma." A hauntingly familiar voice said. Emma shot her head up from the book. There at the foot of her bed, stood Beef. One of her dead students, the Hellions. "Wha- how can you be here?" she asked, frightened.

"You killed us Emma." Beef accused. "You let us die!"

"No!" Emma cried. "There was nothing I could do!" And then another horrible thing happened. Beef began to change. The back of his head bulged, and elongated. His body turned a dark black that seemed to swallow all light. The creature Beef had become hissed and leaped.

Emma Frost awoke in terror. The patient was dying. And worse, he was in terrible pain. She threw off the covers on her bed and realized she was no longer alone. Slowly, she turned. The creature from her nightmare was standing behind her. It swiped at her with claws that rivaled Sabertooth's, slitting her face and throat. She fell to her knees, choking on her own blood.

* * *

Monet felt an emotion she was not accustomed to. Mind numbing terror. The man had been sedated, and yet whatever was happening to him was causing him such pain that it overcame the sedatives.

A red stain appeared on the front of his shirt, and his chest began to bulge.

"For god's sake what's happening to him?" Jubilee shouted in horror. But Monet's breath was frozen in her throat. His chest continued to bulge, until with a ripping sound that reminded them of Paige shedding her skin, the man's chest burst in an explosion of blood and flesh. There, protruding from his chest like a hideous Jack In The Box, was the head of most the horrible creature either of them had ever seen.

The contents of Jubilee's stomach surged violently from her mouth. It choked off her terrified scream. Monet was frozen, but she wasn't in a trance, her paralysis was entirely from fear. She wished she was in a trance. She was horribly aware of everything that was going on around her. The sound of Jubilee throwing up seemed to create a kind of harmony with the screech of the newborn nightmare.

Sean burst into the room just in time to see the creature leap from the now dead Shi'ar man. It landed on the opposite side of the room from him.

"Good." He thought. "The beastie's trapped." But he was wrong. The creature spied a ventilation shaft, and ran towards it.

"Don't let it get away!" He shouted. Jubilee was still bent over from shock, but Monet had managed to shake off her fear.

She took off after the creature, but she was too late. It tore through the metal of the vent cover like it was tissue paper. She landed and listened to the sounds of it's claws retreating into the bowels of the complex.

"Sorry Mr. Cassidy." she said shakily.

"It's all right lass." Sean said. "It's probably better that ye didn't get in it's way." He pointed meaningfully at the ripped apart vent cover. Then he turned to the body.

"What in God's name happened? What were you two doing here?"

"We couldn't sleep." Monet said. "As I imagine you couldn't either."

"Aye. I heard the man's scream from outside."

"And to think I thought I'd sleep better, after coming in here." Jubilee said, trembling.

* * *

The sun was rising when Matt woke up. He did not know what had happened at first. Then he saw the body next to him and it all came back to him. He shuddered, remembering the feeling of the tube being forced down his throat.

"I wonder why it let go?" he thought. He dismissed the thought. It wasn't really important. What was important was the look on Jonah's face when he saw these things. He dragged the body of the larger creature to the trunk of his car and dumped it in. Then he went back for the egg, and the smaller creature. He'd better get a move on. He was behind schedule already.

* * *

Mondo and Penance had somehow been paired up for the search. Though Mondo did not mind in the least, he did wonder why Mr. Cassidy had chosen such a combination. Paige and Jonathan were searching the grounds. Monet and Skin were using the computer to search for the creature, and Jubilee and Everett were making a systematic search of the buildings with Mr. Cassidy. Artie and Leech were of course in the biosphere, Ms. Frost was nowhere to be found.

Mondo and Penance were searching the darker, lower recesses of the compound. Mondo didn't believe that such a little thing could hurt anyone. So he was not scared. Though he did wonder why these tunnels were here. He glanced at Penance. Somehow, he didn't think that she was scared at all. He wondered if she even knew what was going on.

He held a radio in his hand. He had to keep careful concentration in order to keep from absorbing it. He clicked the button and listened to the others. "This is Mondo." He said. "We haven't found any sign of it yet. How about you guys?"

* * *

_This is Chamber._ Jono said. _We can't find hide nor hair of the bloody monster._

"Ah...I don't think we should call it a monster Jono." Paige said. "At least not till we know more about it."

_I think we know all we need to Sunshine._ Chamber replied. _It tore it's way out of a man's chest._ He continued to scan the woods around them with his mind. Nothing. _And that, I can relate to._ he thought.

* * *

Everett kept close to Jubilee. He himself wasn't worried, much. But Jubilee was jumping at every noise. _At least it's light outside._ he thought. _We'd all be getting the creeps if it were night time._ Up ahead, Sean held up a hand, signaling for them to stop. Everett tensed. Had Sean found it?

* * *

Leech and Artie sat contentedly in their tree house. Sean had told them to stay there, that there was a dangerous creature on the loose. But Artie and Leech had survived encounters with many such creatures. Besides, the older kids were taking care of it. Why worry?

* * *

Monet sighed. She knew that this thing presented a possible threat to the school, but even so, she was bored. Her task was not exactly intellectually stimulating. She glanced over at Skin. He seemed totally absorbed in his job. She sighed again. Why was it that those whose intellectual level were below hers seemed to get more fun out of life than she did? _Must be because there's so many more things that are a challenge for them._ she thought.

Angelo flipped through the different views of security cameras slowly. He examined each picture carefully, remembering that it was small so it would be hard to spot. Then he started on the camera's in the tunnels. He didn't know why there were tunnels on the grounds. He was afraid to ask Ms. Frost why she had deemed them necessary. On his third try, he found it. He saw it immediately. Dark and sinister, and very, very easy to spot with the night vision lens.

"Madre de Dios." he murmured, stunned. It had grown.

* * *

Mondo was startled when his radio crackled.

"Mondo, amigo are you there?" Angelo called.

"This is Mondo my friend. Is something wrong?" he asked calmly.

"Mondo, you've got to get out of there comprende? It's coming right for you!"

Mondo peered into the tunnel ahead of him. He assumed that because Angelo had told him to retreat, that the thing was ahead. Otherwise, how would he retreat? But Mondo saw nothing.

"Where is it Angelo? I don't see it. Granted it's small, but-"

"No it's not! It grew! You've got to run! Dios! It's right above you!"

Mondo's eyes widened in surprise. Above him? He tilted his head back, and saw it. It had indeed gotten bigger.

"Hello." Mondo said, being friendly. But the thing was not in a friendly mood. It extended a secondary set of jaws, and hissed.

Penance didn't know what the thing was, and she didn't care. It was a threat to her and to her friend. And threats had to be eliminated. She leapt at the thing just as it dropped from the ceiling. She missed, sailing over it.

Mondo was driven to the floor by the weight of the creature. The surprise momentarily made him lose his concentration. In that instant, while he was touching it, Mondo absorbed the alien. And, for the first time in his life, he screamed.

* * *

Monet leaped from her chair the moment the creature appeared on the screen. "Stay here!" she said. "I'll get them!"

"Si." Angelo murmured, his eyes locked to the screen.

Monet ran from the room, without looking back. If she had, perhaps things would have been different for Angelo.

Skin stared in horror at the events transpiring before him. "No!" he shouted as the Alien dropped on his new friend. So intent on the screen was he, that he failed to see an identical shape drop silently to the floor behind him.

He heard something move behind him, and spun in his chair. He just had time to get a good look at it before the Alien's inner jaws punched into his skull.

To be continued...


	4. Generation X prt3

**Chapter 3: Generation X**

Banshee stared hard into the darkness ahead of him. Had something moved in there? Behind him, Jubilee and Synch waited tensely. Then, something moved. This time he was sure of it.  
"It's ahead of us." he told the two scared teens behind him. "I'll flush it out, then you two catch it.

"Yeah right," Jubilee said, hiding her fear in her usual manner, "Catch it with what? I'm not touching that thing with my bare hands."

Everett stepped into the room beside him and took the sheets and blankets from the bed. _I hope Monet won't mind._ He thought. "Here Jubilee," he said. "We can use this."

"Whatever Ev, that thing just ripped through a vent cover as if it weren't even there. What good are bed sheets gonna do?"

"Do you have a better idea?" he asked her.

"Yeah, let's just blast the thing."

"I like her idea sir." Everett said.

"Very well, ye're probably right." Banshee agreed reluctantly. "Now wait here."

Banshee stepped cautiously into the dark hallway.

* * *

Monet landed outside the entrance to the tunnel and took a step towards it. Suddenly, a red blur shot out of the entrance and flew past her.

"Penance?" she asked in surprise. What could make her friend run from a confrontation? The answer came shortly after. Something large and black ran out of the tunnel. The thing hissed and leaped at her.

M threw the monster off her, and stared in shock. It was Mondo. His head was the same shape as the monster's, but the face was his. His black, hard skin bore several scratches. Apparently Penance had attempted to do battle with him before fleeing. Monet was tempted to run as well. But knew she couldn't. Somehow she would have to subdue Mondo long enough for him to digest the alien. Mondo had obviously absorbed the creature and apparently, some of it's mind set had been transferred as well. Why else would it have attacked her?

"Mondo," she said slowly., "It's me, Monet, your friend."

The monster that Mondo had become did not listen. It's mouth opened wide, ropes of gelatinous drool dripped from it's jaws. Hissing, it leaped at her again. This time, Monet let it come. She caught it and held it at arm's length.

"Mondo listen to me!" she tried again. "Don't make me hurt you!"

In answer, he grabbed her head with both hands. His fingers had become claws of enormous strength. Monet felt a burst of pain in her skull as the creature squeezed, and blood trickled down her face. Before her eyes, she watched, horrified as Mondo's face was replaced by that of a monstrous creature that had no resemblance to him at all. Mondo had not digested the Alien, it was the other way around. Monet felt something poke her in the small of her back and realized it was the thing's pointed tail. As an added horror, it extended a secondary set of jaws which began to try to penetrate her skull.

Screaming in pain and terror, and rage at what had been done to her friend, she ripped off it's arms, and rolled away, barely dodging the snapping jaws and spraying acid. Monet got to her feet, wiping blood from her eyes. Something trickled from her eyes and she realized that she was crying. Anger arose once more in her and with one powerful kick, she took off the thing's head.

Sadly, she gazed at the now dead Mondo. "I'm sorry." She whispered.

* * *

_Angelo this is Jono come in!_ Chamber called into the radio once more. _Come on Sunshine. I've got a bad feelin' about this._

Chamber and Paige arrived in the computer room, and stopped short. Angelo was gone. "He's gone!" Paige cried.

_Not all of 'im luv._ Chamber said, his voice shaking. He pointed to the chair and the computer. _Some of 'im is still 'ere._

Paige had to fight to keep her breakfast down at the sight. Blood and pieces of brain and skull spattered the computer screen. "Good lord," she said, her voice shaky, "What did that to him?"

Chamber suddenly felt a telepathic presence in his mind. Ms. Frost? But it was not the head mistress. Slowly, Chamber turned. _I think we're about to find out luv._

* * *

Banshee sighed. It apparently had left while they were arguing. Then it grabbed him. One hand circled his throat, cutting off his air supply before he could scream. With it's other hand, it grabbed Everett's head.

* * *

One of Monet's many powers is her sense of hearing. Even clear across campus she heard Paige and Jubilee's screams. She took off at top speed towards the source of the sounds.

* * *

Though Banshee was unable to scream, Everett was not so impeded. He quickly synched with Banshee and let loose. The scream ripped the Alien apart. Unfortunately, not without consequences. The Alien's acid blood washed over Banshee, killing him almost instantly. And the Aliens grip on Everett's head was so strong that it took most of it with it.

Jubilee was well clear of the acid, but she almost wished she had died. _No one,_ she thought. _No one should ever have to see that._

The wall collapsed in on itself with the explosive arrival of Monet. She took one look at what happened, and suddenly burst into tears.

"What the hell?" The shock of seeing Monet crying was enough to make Jubilee forget her previous shock.

"I was too late." Monet said. "I was too late to save them."

"Hey," Jubilee said softly. "It's all right. You did the best you could." Jubilee was not used to comforting people.

"You don't understand!" Monet said. "Jono, Paige, Mondo, Angelo, they're all dead!"

"What?" Jubilee whispered.

"When I got to the command center, one of those things had killed Angelo, Paige and Jono, it almost killed me too. So did the one that killed Mondo."

Jubilee took a close look at Monet. Her uniform was in tatters, and she was bleeding.

"My god." Jubilee whispered, and sank to the floor.

* * *

**The Next Day**

With Monet's strength it had not taken long to bury their dead. When they had found Emma's body, they had also found Gateway, alive. Now he spun his bola, ready to transport Jubilee, Monet, Leech, Artie and Penance, the survivors of Generation X to a place that Monet said would be safe, and they could contact the professor there.

_Well,_ Jubilee thought. _At least it's over._

If only it were! But stay tuned for: Spider Man!


	5. Spiderman

**Chapter 4: Spider Man**

New York, The Big Apple, The City that Never Sleeps. New York City is known by many names and is associated with many different images. Broadway, Times Square, Central Park, Crime. And Superheroes.

_Sometimes it amazes me._ Spider Man thought. _A city with this many heroes, still manages to have one of the highest crime rates in the country._

"Oh well. At least the city has been quiet lately. D'oh! What am I saying? Every time I say that, something bad happens. Oh well, as long as I'm ruining a good mood, I might as well try to sell some pictures to Jameson. That always seems to do the trick." He extended his arm and shot a stream of web fluid onto a nearby building. He leapt from the wall he'd been perched on, and swung off to work.

* * *

Matt's chest pains began a block from the Daily Bugle. He screamed, and clutched his chest in agony. He also lost control of the car.

Above him, Spidey had just arrived on the roof of the Bugle. He paused briefly, still savoring the sensation of being back in New York. He felt sorry for Peter Parker, or rather, for his clone. It couldn't have been easy for him, finding out that he was only a clone. That his entire life had been a lie.

His sympathy was quickly replaced with grief. Everyone who he'd ever known and loved thought that the clone was the real him. Therefore, they didn't know him anymore. It pained him more than he could find words to describe, when he thought of how he'd not been there when his Aunt May had died.

His thoughts were interrupted by the sound of screeching brakes and a woman's scream. He looked down at the street below, and saw a woman leap out of the way of a car that had swerved onto the side walk. He ran down the wall towards the car.

The car picked up speed and crashed into a streetlight on the corner. Spider Man jumped the ground and hurried towards it. Suddenly his spider sense began to tingle wildly as he pulled along side the car. He hesitated then approached anyway.

"Spider sense or no spider sense. I've got to get that guy out of there!" He reached for the door, and barely managed to duck as something hurtled out of the passenger side window at him. The creature sailed over his head, screeching. It landed behind him and streaked down the street. Spidey let it go. He stared at the body of Matt Boise in the driver's seat. Then he looked around and saw that he'd drawn a crowd. He ran back up the wall to the roof.

* * *

"Parker! I mean, Reilly! Get in here!" Jameson yelled. "I still can't get over the resemblance between those two." he muttered.

"You called?" Ben Reilly asked as he entered Jameson's office.

"Reilly what is this?" Jameson held up the pictures that Ben had handed him, not five minutes ago.

"Those are pictures of Spider Man J.J." Reilly said patiently. "See, you can tell by the red mask he's wearing-"

"I can see that you nimrod! What I can't see, are any pictures of the car crash that happened right outside this building, two minutes before you came in this morning, one that killed one of my best reporters! And do you know why I don't see them?"

"You need prescription lenses?" Reilly guessed.

"Because they aren't there! That's why! Explain to me how you can get pictures of Spider Man at impossible angles, but can't get them when he's standing on the ground!"

"Magic." Reilly said, keeping a strait face.

"Get out!" Jameson yelled at the top of his lungs. "Get out!" Reilly fled. Inside, he was laughing.

"Jesus Ben!" Jameson's secretary said. "What did you do? He was practically foaming at the mouth! Don't you need this job?"

"Ahh, by tomorrow he'll be the same lovable old Jameson. You'll notice he still paid me for the pictures." He headed for the roof. "Now if you'll excuse me, I've got to go work my magic." He took the stairs three at a time. He didn't know what that thing was that killed Matt, but he did know that he had to find it, and fast.

_Now,_ he thought, _If I was a little brown monster, where would I hide?_

* * *

The New York City sewer system, a world of darkness, filth, and rats. If something goes wrong, not many are brave enough to go down there and fix it. Martin and Bob are two such individuals.

"I hate this job." Martin complained.

"Yeah but it's the only one you could get Marty. Next lifetime, don't drop out of school." Bob replied. "Just keep an eye out for that damn power line that's on the fritz."

"Shut up Bob."

Neither of them noticed, as one of the shadows behind them, moved.  
"You wait here for a minute." Martin said. "I'm gonna go back and see if we missed it."

"Yeah you do that."

Martin headed back the way they came, chuckling softly. He knew that Bob was a sucker for horror movies, and he'd often bragged that nothing could scare him. _Well old friend,_ Martin thought, _We'll soon see about that._ Then, he heard Bob scream. The scream echoed eerily down the sewer tunnel, unnerving Martin.

"Bob you asshole!" he shouted. "Couldn't you have the decency to wait till I scared you before you screamed?" There was no answer. Martin shined his flashlight in the direction of his friend. His light glinted off of something but he couldn't tell what it was.

Slowly, he inched back towards where he had left Bob. He didn't know what Bob had planned for him, but he didn't intend to just walk blindly into it. Suddenly, he stopped. He played his light on the walls of the tunnel, stunned. Where before they had been a monotonous grey, now they were red. He touched the wall, and his hands came away wet. It was blood. He turned quickly, intending to run so fast and so far that whatever had done this would never find him. But it was too late for that. The darkness before him moved. One of the shadows separated itself from the others and came for him.

In the sewers, no one can hear you scream.

Next: The Punisher!


	6. The Punisher

**Chapter 5: The Punisher**

"Punisher War Journal: Entry #1009- There is something beneath the streets of New York. That little brown monster that someone said they saw kill a reporter. Or maybe it's some gang that's using the sewers and subways as a hideout. Whatever it is, it's preying on the innocent people of New York. And it's punishment time.

"Several people have been reported missing in the past three days. The most recent was a subway train that was wrecked. Everyone on board, was gone. The Engineer, the passengers, everyone. Without even a trace. The only clue were some huge holes torn in the side, and places where the metal had been melted through.

"This is the first time that I truly don't know what I'm up against. Therefore, I'm going in armed with the biggest weapons I've got. Whoever, whatever is down there, is gonna pay. Big time."

Frank Castle, a.k.a. The Punisher, checked his radio-set and slipped it over his head. He tucked one knife into his boot, and another into the sheath he wore on his waist. Then he took a steel machete in a black leather sheath, and slung it over his back. There, it joined the extra heavy-duty machine gun he always took with him, and two bandoleers with extra ammo. He had an automatic pistol strapped to each leg, an Uzi holstered at his waist, and he held the biggest automatic rifle he could find in his hands. Even a blind man could tell, this was not a man to be fucked with.

"Jesus Frank," his friend said when he saw him. "You don't leave anything to chance do you?"

"The Boy Scout motto: Be Prepared." Frank replied.

"You're no Boy Scout Frank." Only he could get away with such comments.

"Bite me." Frank said smiling. "Now just wait here for me unless I tell you. I don't know what's down there, so I want to be able to make a quick getaway if I need to."

"So, standard procedure then."

"Right."

The Punisher dropped into the water, the light attached to his headband illuminated his way. This was where the two sewer workers had disappeared. He could tell by the blood stains on the wall that it had been violent, but there was no trace of a struggle besides that. There were no bodies, no tracks, nothing. He looked behind him, and ahead. There was no way of knowing which way the bastards had gone. But he had to go one way. Acting on his gut, he kept going the way he was, deeper into the maze of the New York sewer system.

* * *

"I'm past the place where the two workers were attacked." Frank's voice emanated from the radio in the van.

"You see any trace of who attacked them?" his friend asked.

"No. Not yet. You still got a lock on me?"

"Clear as crystal Frank. Listen Frank, I've got a bad feeling about this one."

"You always say that. You always say `I've got a bad feeling about this one.'"

"I do not. I'm serious, you say there was no sign of a struggle other than the blood on the wall?"

"That doesn't mean anything. The workers disappeared three days ago. That's plenty of time to wipe out any clues."

"It's also enough time to clean the blood off the walls Frank. Look just be careful okay?"

"I always am."

"Famous last words." his friend muttered. For about an hour he heard nothing from his friend. Then, Frank's voice once again sounded on the radio.

"I'm being followed."

"What? For how long?"

"About ten minutes. Doesn't seem to be getting any closer, just checking me out. Hang on, I'm gonna...wait, more up ahead. They're closing. All right you fuckers. come and get...Jesus!"  
There was the sound of gunfire, and an unearthly screeching, then silence. Not even any static.

"Frank?" his friend said, fighting panic. "Frank come in. Frank?"

Next: The Uncanny X-Men!


	7. The Uncanny XMen

**Chapter 6: The Uncanny X-Men**

Wolverine slept fitfully. It had not been long since his mutation had completed it's course. He was now more beast than man. Therefore, his instincts were heightened to the Nth degree. And his instincts told him that something really bad was about to happen. His eyes snapped open.

What was wrong with him? He knew better than to ignore his instincts. They'd never lied to him before. He sniffed the air, and growled. He no longer slept in the mansion, but even out here, he could smell them. Whatever they were, they weren't human, or Shi'ar. And they were close. He followed the scent to a man hole cover. Of course! The Morlock tunnels! He knew someone would have to raise the alarm, but his feral side took control. These things were invading his territory, they would have to pay. He ripped off the cover and jumped into the dark sewer tunnel.

* * *

Charles Xavier sat in his room reading. He'd been filled with a strange and unnerving sense of foreboding all night. It had something to do with the disturbing dream that he and Jean had been having. The dreams were different but they all had one thing in common. A huge, terrifying creature that stalked them, and unlike most dreams, in these the creature caught them. He'd never believed that if you died in your dreams that you'd die in real life. And now he was certain. In the past three days, he and Jean had died in their dreams.

He glanced out the window across the lake. The light was on in Jean and Scott's cottage. Apparently she had given up on sleep as well. Suddenly, he snapped his head towards the door. Something was in the mansion. Several somethings. At first he could not guess at how they had gotten in without activating the security systems. Then he realized, the Morlock Tunnels! They weren't as protected as the rest of the grounds.

_X-Men!_ he said telepathically. _There are intruders in the mansion! You must use extreme caution, we know nothing about our adversaries!_

* * *

Jean snapped her head up at the Professor's summons.

_Scott!_ she made use of her psychic rapport she had with Scott Summers, her husband.

"I heard Jean." Scott said calmly. He entered the room, fitting his visor over his eyes. "Do you think it might have anything to do with that `little brown monster' that was reported in the paper?"

"Worse than that Scott. I think that we're about to face whatever wrecked that subway yesterday!"

Scott and Jean, otherwise known as Cyclops and Phoenix ran towards the mansion, whose outside appearance was deceptively peaceful.

* * *

Gambit awoke to the Professor yelling inside his head. He didn't know exactly what was going on, but all he needed to know was that there was someone in the mansion that Xavier wanted stopped. Piece o' cake. He flicked the light switch, nothing. He felt around in the dark for his coat and cards. Once he found them, he charged up a card for light. In the soft light, he found his staff.

Now fully armed, he crept to the door and eased it open. He peered into the corridor, but saw nothing. He walked calmly but cautiously into the hallway. He looked around for any sign of his enemy, but saw and heard nothing. He went down the stairs carefully, briefly wondering where the other X-Men were. As he reached the bottom of the stairs, he heard a low, threatening hiss. He turned looked strait into the face of a nightmare.

"Mon Diu!" He hurled his card at the creature. It struck the creature in the chest and exploded. The creature had been close, so Gambit jumped back with the aid of his staff just before the explosion. When he charged up his next card he was glad that he had. Pools of the creature's blood were eating through the floor. He hated to think what would have happened if any of that had gotten on him. A hand grabbed his shoulder.

Gambit whirled around, ready to kill another one the nightmare beasts that were invading the house. Instead he found himself facing Bishop.

"Are you all right?" Bishop asked.

"Oui Bishop, Gambit just fine. He loves to wake up in de middle o' de night to fight monsters. It what Gambit lives for." Gambit's eyes widened when he saw what was behind Bishop. Bishop's eyes narrowed when he saw what was behind Gambit.

"Merde!" Gambit yelled, and threw another card at the creature that had been sneaking up on Bishop.

"Look out!" yelled Bishop at the same time and shot the creature that had been sneaking up on Gambit. Both dodged the spray of corrosive blood that resulted from the twin explosions.

Gambit smiled. "Look like we still make a pretty good team Bishop."

"I suppose you're enjoying this." Bishop said sarcastically.

"Like I tol' you Mon Ami, this what Gambit lives for."

* * *

For Bobby Drake, a.k.a. Iceman, this had to be the worst night on record. These things were even worse than the Brood. And he hadn't thought that was possible. Like the others, he'd been woken by Professor Xavier's warning. Unlike the others however, he'd woken to find one of the damn things in his room. He now had a disturbing ice sculpture in his room. Cold did not slow them down in the least, but at least being frozen solid stopped them. He and Storm had worked out a workable strategy for dealing with the things.

Since her lightning attacks didn't faze them, she kept them wet so he could freeze them. It was a strategy that was working wonders.

_Now,_ he thought. _If there weren't so damn many of them._

* * *

Beast dropped from the ceiling onto his prey. One of the many black insect-like creatures that had invaded the mansion.

_And I thought it would be safer hiding with the X-Men._ He thought. For unbeknownst to the X-Men, this was not the Beast they knew and loved. Rather he was in effect, his evil twin.  
He grabbed the alien, for that was surely what it was, by the shoulders with his feet. He sprung forward onto his hands, and flung the alien the length of the room. It struck the wall, bounced of with great force, and got to it's feet.

"Oh dear." he said softly as the alien ran towards him, arms outstretched as if to embrace him.

It's advance was checked by the living human rocket known as Cannonball. He hit the alien with the force of his namesake, his blast field protecting him from the acidic properties of it's blood.

"My thanks Sam." Beast said. He wiped imaginary sweat from his brow in a show of relief. Sam just stared at what he'd done.

"I...I killed it!" he said with dismay.

"Exactly. It." Beast reassured him. "It's nothing more than a large, vicious bug. And what does one do with bugs? One squashes bugs. Besides, it wouldn't have thought twice about killing you."

* * *

Cyclops blasted the thing away from the door.

"Jean we have to make sure they don't get out of the mansion! Are there any more outside?" There was no immediate answer. "Jean?"

Jean Grey stared in horror at the fallen creature.

"Scott! These are the same creatures that were in mine and the Professor's dreams! These things are telepathic!" She shouted. And, she thought. _That may be our key to stopping them._

"That's very interesting Jean! But again, we have to make sure that these things don't get loose!"  
_It's all right Scott._ Xavier said telepathically. _Cable and X-Force are taking care of that._

Next: X-Force!


	8. XForce

**Chapter 7: X-Force**

The stillness of the night was split by the sounds of Theresa Rourke, a.k.a. Siryn's sonic powers. Her scream ripped through the beasts that had managed to get from the mansion into the surrounding forest. Like all the others, she had responded to Xavier's call. But X-Force had been given a different mission. Some of the aliens had escaped the mansion, and there were other exits from the Morlock tunnels besides the mansion. Cable had ordered them to stop the things before they were able to attack anyone else.

Below her, Shatterstar dodged the claws and fangs that threatened to rend him into tiny bits. _What an absurd notion,_ he thought, _That anything as mindless as these things could be a threat to a warrior born and bred._ His sword cut through one of the neck of the creature nearest him. His swing was so quick that his sword did not get any of the acid that this thing used for blood on it. The head fell to the ground and Shatterstar ignored it, looking for a new opponent. In his distraction, his foot came within range of the still thrashing teeth. The alien's mouth clamped shut on his ankle, crushing bone and shredding flesh.

"Za's vid!" he shouted in pain. He stabbed his sword into the head, ignoring the acid that began to destroy his sword. "What manner of creature is this that will not stay dead?" He looked up at the approaching aliens, eager to take advantage of his incapacitation. They did not get the chance. Once again, Siryn's scream tore through them. She held nothing back, fearing for the safety of her team-mate. She landed beside him, and used her power to shatter the jaw that imprisoned his foot. Multiple explosions signaled the presence of another of her friends, Tabitha Smith, Meltdown.

"Meltdown! Can ye hold these things by yer self? I've got t' get Shatterstar back t' the mansion."

"No prob Siryn!" She punctuated her statement with a handful of timebombs that blew apart more of the aliens.

_Siryn._ Cable called her telepathically. _Status report._

"Shatterstar's hurt, I'm taking him back to the mansion."

_No, you can't take him there, he won't be safe. Wait for the all clear from Xavier before you even approach the mansion._

"Where do ye suggest I take him?" she asked him irritably.

_Bring him to my position, I'll protect him with a TK field._

* * *

"Caliban does not like bug things Patch Eye!" Caliban yelled over the noise of battle. He and Domino, whom he called Patch Eye were sealing all the exit's to the Morlock Tunnels that weren't in the mansion. Caliban located the exit's, being a former Morlock himself, he knew where they were. He also held the exits shut while Domino sealed them. But first they had to fight their way to them.

"You're not supposed to like them Cal!" Domino replied. "And don't call me Patch Eye."

"Sorry Patch Eye." Their conversation broke off when another wave of aliens came at them.

Domino had long since set her gun to rapid fire. She set down a barrage of fire that decimated the army of aliens. But they just kept coming, and coming and...they were gone.

_Cable they've stopped coming, could we have destroyed them all?_

_I doubt it Domino, but it seems that they've been cleared from the mansion as well. But I think you'd better seal that last exit anyway just to be sure._

"Patch Eye is quiet. Is Patch Eye talking to Cable Nathan?"

"Yes Caliban, now I've got to pay attention."

_Cable._ Professor Xavier called from the mansion.

_What is it Professor?_

_We have been summoned. Have you been keeping up with the news lately?_

_Yes Professor I have. Is this about the missing person reports?_

_Indeed. It seems that these creatures are no longer content to strike at those in the sewers and subways. Most, if not all of the super powered individuals in New York have had run ins with these same creatures. Reed Richards of the Fantastic Four has summoned all he could get in touch with to the Baxter Building. We're also to pass the word along to anyone we come into contact with._

_We're on our way Professor._ He focused his attention elsewhere. _X-Force report to the mansion immediately!_

Next: New York City!


	9. Nightmare in New York

**Chapter 8: Nightmare in New York**

**1: Cloak and Dagger**

Any native New Yorker knows better than to take the subway after midnight. And even most tourists can figure it out. But some people simply have to learn the hard way.

Maggie looked over her shoulder for the twelfth time. She was sure that someone was following her, but she could not see anyone. Just in case, she picked up her pace as she neared the subway. Just one quick ride, and she'd be back at her hotel, safe. She cursed her husband for not coming with her. She always felt safer with him around. Might have something to do with the fact that he was an Army Special Forces something. She could never remember what.

She descended the steps to the terminal, and stopped. It certainly was empty down here. And quiet. She started to get nervous all over again. She started to the platform, and heard a noise behind her. She whirled around and saw two teenagers coming up behind her. She turned quickly, hoping to escape onto the train, only to face three other teenagers ahead of her.  
When they saw that she had noticed them, they hurried to her and surrounded her. She whimpered in fear. The tall boy smiled.

"Hey don't worry ma'am, all we want is yo' cash. Hand it over and we let you go. It's as simple as that." They all produced various knives from their pockets. The tall boy removed a gun from his jacket.

"What will you do with the money?" asked a deep voice from the shadows that surrounded them. "Buy drugs? Get drunk? Go to med school?" The station was suddenly flooded with light that seemed to cut through Maggie's attackers. They all grimaced in pain and fled.

When the light faded, and Maggie was again able to see, she looked around for her savior. Instead she found she had two saviors. One was a slim girl with long wavy blond hair dressed all in white. She seemed to give off a faint glimmer of light from her body. The other was a tall, ominous looking black boy, dressed in a cloak and shrouded in darkness.

"Mutants?" she asked herself.

"Close enough." the girl said, smiling.

Maggie backed away, terrified. She didn't know much about Mutants, but what she did know was bad. The train pulled in, and she ran onto it. Only when the door closed and the train pulled out did she relax. Then she saw what was on the train with her.

* * *

"So much for gratitude." Cloak said. He was only slightly annoyed. He realized that his appearance might not inspire much confidence in people.

"Well she had a rough night." Dagger said. "And she's not the only one. Somehow I doubt that those guys were the ones who are behind all those missing person reports."  
Suddenly a woman's scream echoed from the subway tunnel. Without a word, Cloak enveloped Dagger and whisked her away to the source of the sound. They arrived in the tunnel behind the train. Somehow the woman they had rescued, had gotten out of the train, and was being chased by something the likes of which neither of them had ever seen. And it was  
gaining.

Dagger fired blades of light at it. They cut through the creature as easily as they had the muggers, but did not have the same effect. It stopped, amazed at this new threat. Now, instead of chasing the woman, it came after them. Cloak stepped in front of Dagger, and allowed the thing to come. It leapt at him, not comprehending what it was leaping at. Cloak spread his arms, opening wide the gate way to his own personal dark dimension. The alien plunged unheedingly into the darkness, and Cloak wrapped his cloak tight around himself to keep it from escaping.

A look of utter revulsion crossed his face. He flung out his cape, and the alien flew head first from the darkness, and struck the wall with enough force to shatter it's skull.

Dagger looked on in horror as it's blood ate away at the wall.

"There is absolutely no light in that creature whatsoever! I had not thought it possible, but it was darker than even I!"

"Then if that's what the city of New York is up against, then I'd say we're in big trouble." Dagger said.

* * *

**2: Spider Man and the Black Cat**

Spider Man crouched in front of the man hole cover, weighing his options.

"Hmm, should I go down into the sewers that my Spidey Sense is going crazy over in search of a bunch of people that may have been kidnapped by hideous monsters? Or should I just go home and watch Mystery Science Theater 3000 on Comedy Central? Tough choice."

"Hey Spider." said a feminine voice behind him.

"Yikes!" Spider man jumped ten feet into the air, knowing full well who was behind him, and hung onto the wall. He looked down at the black figure blow him, and said in an accusing tone of voice, "Don't you ever sneak up on me like that again!"

Black Cat giggled. "Oh come down from there Spider, I need to talk to you."

Spider Man dropped back to earth. "What's up Cat?" he asked. "Are you hunting hideous monsters too?"

"In this city? Who needs to look? I was wondering if you'd had any luck investigating all these disappearances?"

"Well let's see, I'm standing in front of a manhole, talking about hideous monsters. Yes I suppose you could say that. I take it you're unaware of the one person who's managed to be a witness to one of the disappearances?"

"What?"

"I'll take that as a yes. A priest who was on one of the subway trains to get attacked managed to get away. He put a personal ad in the Bugle asking to talk to me. He told me the passengers had been taken away by monsters that could only have come from hell."

"Uh huh."

"That's what I thought too. But then I remembered the crash four days ago. Something alive jumped out of the car at me, it was like nothing I'd ever seen before. And that's when the disappearances started."

"So basically, this little monster that attacked you, has grown up and multiplied faster than a rabbit."

"Exactly."

"And you were going to go down into the sewers and take them on all by yourself?"

"Uh, yeah good point." he shot webbing at a nearby building. "Come on!"

Black Cat quickly climbed onto his back and asked, "Where are we going?"

"To Four Freedoms Plaza. I've got to talk to Reed."

* * *

**3: The Incredible Hulk**

Dr. Bruce Banner had come to New York for a vacation, to relax. He now realized that that may have been the biggest mistake of his life.  
"My God! It's the Hulk!" Screams like this, either in fear or admiration, had followed him all day. But now, here in the subway at night, he was finally able to relax. "I can't believe I'm riding a subway after midnight to unwind." he rumbled. Then he heard a thump on the roof. "Christ. What now?"

The thumping noise became louder and louder until finally a hole was ripped in the ceiling and a large black bug dropped in.

"What the hell are you supposed to be?" Banner asked it irritably. In answer, the alien swiped at him with it's claws, slicing four slits in his shirt and drawing blood.

"Oh so that's it huh." Banner had finally had enough. He had a feeling that this thing wasn't sentient. Therefore, he could cut loose without feeling guilty. "You wanna take on Hulk Banana Head? You wanna tangle with the strongest there is? Fine then! Hulk smash!" With that, he back handed the thing across the face. It's neck snapped, and it's blood burst from the wound, spraying his arm.

"Mother fucker!" he screamed, the acid eating away at his flesh. Thinking quickly, he rotated his arm to allow the acid to drip from his arm, ending the danger. But his arm was in bad shape. _That thing's blood is corrosive. What the hell is going on?_ He thought in pain. He looked at the thing's body. It's blood was eating through the floor. "Jesus, it's extremely corrosive. I bet Reed would love to get his hands on you. But I don't want to risk getting any more of your blood on me. I'll just draw him a picture."

Banner crashed through the back of the train and headed for The headquarters of the Fantastic Four for medical attention.

* * *

**4: Dare Devil and Elektra**

Dare Devil smelled nothing out of the ordinary in his immediate vicinity. Whoever or whatever was responsible for the disappearances was not here. He jumped from roof to roof hoping to find any sign of the culprit. Then, on a rooftop two blocks from where he'd started, he sensed with his radar sense another presence. The person's heart rate, and scent immediately identified her.

"What are you doing back in New York Elektra?" he asked facing her.

"I was originally here to bring someone back onto the path of the warrior. But recently, I have decided to postpone those plans."

"So you are also looking for the culprits behind these disappearances?"

"Indeed Murdock. But I don't think we will find them up here. They have yet to brave the streets, where any could see them. No in order to find our quarry, we must go below the city, into the sewer and subway tunnels."

"Actually, I was beginning to think that myself."

"Then what are we waiting for?"

"Backup. I believe it would be wise to go to Four Freedoms and consult the Fantastic Four."

"That sounds like a good idea."

Next: Wolverine!


	10. Wolverine

**Chapter 9: Wolverine**

The tunnel was thick with the scent of the things. He doubted that one would even have to have a super sense of smell to detect it. It was a smell that Wolverine was quite familiar with. It was the smell of despair, and hopelessness. It was the smell of evil and insanity. It was the smell of death. Dark, and forbidding death.

He glanced around the tunnel. How far had he gone? Two miles? More? It didn't matter. The smell got stronger and stronger as he went on, blocking out all else. Until finally, there it was. The nest. The place was enough to give Apocalypse nightmares. The walls were lined with the bodies of the victims, their chests ripped open from the inside. He tensed. The things were all around him, but they were keeping their distance.

He passed one of the bodies and looked carefully at it. There was something different about this one, his chest was still intact. The man's eyes opened slowly.

"Kill me." the man pleaded hoarsely. "Please, kill me. Don't let me end up like the others."

Wolverine looked around the nest. From what little of it he'd seen, he could guess what this man's fate would be if he didn't die before that could happen. He extended the claws in his right hand and plunged them into the man's chest. Somehow, this pissed off the creatures who, until now, had been holding back. With a great screech, they attacked.

There were about ten of them in this group, and they looked like they might actually be able to give the old Canuckle Head a run for his money. He extended the claws on both hands and leapt at them.

Their claws and teeth ripped his skin almost as fast as he could heal. Almost. The claws of his right hand thrust into the chest of one, and began to burn. But even as the acid ate away at him, he healed.

Within ten minutes, it was over. He stood among the bodies of the dead aliens, letting the blood drip off him, so his healing factor could go to work full time. So much damage had been done however, that he was still weak. He stumbled over to the wall, and sat down to rest. He was so weak from loss of blood, that he did not see the egg that sat beside him. Only when it started to open did he notice it.

He pulled back, but was too late. The facehugger wrapped it's tail around his neck, and proceeded with it's business.

Next: Everybody!


	11. Hey Hey The Gang's All Here

**Chapter 10: Hey Hey The Gang's All Here!**

_No matter how many times I see this,_ Xavier thought, _It never ceases to amaze me._ He looked out at the crowd of super heroes. The Avengers, X-Men Blue and Gold, X-Factor, X-Force, The Fantastic Four, even Excalibur. Not to mention the many superheroes who were present and not affiliated with any team. The Hulk, Namor, Spider Man, Dr. Strange and many others. All gathered for one reason, the safety and well being of the planet.

"May I have your attention please?" Reed asked. "I think the sooner we get started, the better. I believe it would be best if we heard what we're up against." One by one, the heroes described their encounters with the aliens. "All right." Reed said. "According to Spider Man, there was only one of these things to start with. Clearly, this is no longer the case. The number of disappearances, and encounters suggests that these creatures reproduce at a phenomenal rate.

"We don't know where they came from, or how they reproduce. One of our first priorities is to find out. And," he added, "There are more people being taken every hour. They have begun to venture out of the sewers. Professor X, have you secured all exits from the Morlock tunnels?"

"Yes we have, I assume that means that the threat now contained in the city?"

"For now yes. But if we're going to destroy the threat, we have to destroy the nest. But first we have to find it. That, will probably be the most dangerous assignment of all. These things appear to thrive in subterranean conditions, so whoever goes down there will be at a disadvantage. I'm going to have to call for volunteers."

It was not hard to find them. The volunteers were: Spider Man, Shadow Cat, Sabertooth and Dr. Strange.

"All right, while they are searching, I think it best if we split up into two teams. One will wait here to attack the nest when it is found, and the rest will go out into the city to prevent anyone else from being taken."

Soon the teams were formed. The team that would attack the nest consisted of the Fantastic Four, X-Factor, X-Force, the Avengers, the X-Men, The Hulk, FireStar, Cloak and Dagger, and Venom.

The Black Cat, Namor, Excalibur, Morbius, Ghost Rider, Karma, Moonstar, Dare Devil, Elektra, Iron Fist and Deathlock would protect the city in the mean time.

"All right," Reed said. "Let's do it."

Next: Wolverine!


	12. Wolverine prt2

**Chapter 11: Wolverine**

Awareness came slowly. For a normal human, it wouldn't have come for a long time, but this was no normal human. He was Wolverine of the X-Men. And if there is one thing he does well, it's recover. He opened his eyes and growled irritably. Whatever had knocked him out, had taken him by surprise. And Wolverine did not like surprises.

But, he realized that he did not have time to find the little hand shaped creature that had attacked him. He now knew where the aliens' nest was. And that was something that the rest of the X-Men would need to know.

He pushed himself to his feet, feeling his strength return quickly. But something was wrong. He didn't know what it was, but he knew, something was wrong. With him. But it didn't matter. He'd seen how these things reproduced. It was a fate he wouldn't wish on his greatest enemy, Sabertooth. Well, maybe him. At the rate these things multiplied, they would be a threat to the entire planet if not stopped soon. And the X-Men were the only ones he knew who could do that.

He stumbled from the nest, still groggy but recovering fast. He caught a faint scent ahead of him. Mud, blood, and gunpowder. A human. He had to get them out of here, it wasn't safe. He ran quickly towards the source of the scent. He rounded a corner and came to sudden stop. He knew this man, and instantly reassessed his chances with the Aliens.

"You look like shit Punisher." he growled. Indeed, it was obvious that Frank Castle had been in a huge fight. Wolverine had never seen him with anything less than a small arsenal, and now, he had only a knife and handgun. He had several cuts all over his body, some deep. He was covered in blood and his clothes had many holes where the acidic blood of the aliens had landed on him. In short, he did indeed look like shit.

"You should see the other guys." Punisher smiled grimly.

"I've my fill of them thanks. Besides, even fully healthy, I probably don't look much better than you."

"Actually I think you could give some people nightmares. You look like the monster under the bed."

"All right, enough jawin'. You know the way out o' here?"

"I just got here. I ain't leavin' until these things pay for what they've done."

"How dense are you? You barely survived one encounter with em. What are you gonna do when you run out o' ammo? You stay if you want pal, but I'm goin' for the big guns. And that means finding a way out o' here so's I can tell em where the nest is. Now are you comin' with or not?"

"We're closer to the Fantastic Four's head quarters. We should probably head there. With the equipment they've got there, we could tell the whole world where these things are."

"Good thinkin' let's go." Without another word, they began to back track their way towards the heart of New York city. Some would call that going from the frying pan into the fire.

Next: Generation X


	13. Generation X prt4

**Chapter 12: Generation X**

Jubilee stood with Monet and Penance at the entrance to Four Freedoms Plaza. After leaving the remains of the school, they had fled to the X-Men's old base in Australia. There, they had learned that the creatures had somehow gotten to New York. Monet had insisted that they go to New York to tell the gathered heroes what had happened.

"Our information is invaluable." she had said. So they came.

"Well, Jubilee said. "Let's go." She purposefully strode to the door and went in, Monet and Penance close behind. Monet soon found an intercom. "Excuse me," she said into the speaker.

"Yes?" the voice of Reed Richards answered.

"My name is Monet St. Croix, formally a student at Xavier's School for gifted youngsters. My friends and I have information regarding the threat facing the city."

* * *

Reed and Xavier both looked startled. "Formally a student?" they said at once.

"Come on up." Reed said. "Maybe we can get to the bottom of this."

* * *

"Paige is dead?" Sam murmured despairingly. No one had taken the news of the demise of Generation X well.

"Where are Artie and Leech?" Xavier asked softly.

"They are safe." Monet said. "Gateway is taking care of them."

At that moment, Spider Man's voice broke in from the communicator. "Okay guys!" he cried, behind him, the sounds of carnage could be heard. "We found 'em! We could really use some back up!"

That was all the assembled heroes needed to hear. They were more than ready to destroy the alien threat.

"It's clobberin' time!" Thing cried as they left the building.

Soon, only Monet, Reed, Xavier, Jubilee and Penance remained.

* * *

Jubilee sat, squirming in her chair. She felt torn between her desire to do something, and her absolute relief that she was safe in the heavily fortified Four Freedoms Plaza. Jubilee did not like being torn. She'd always known what she wanted, and now, she didn't.

"Uhhh!" she stood, frustrated. She began to pace. "I can't stand it Professor," she said to Xavier, "I've got to do something!"

"I know how you feel." Xavier said. He was monitoring the progress of the battle. It was hard, keeping his cool when so many of his students had been killed. But he did what he had to do. "But I'm afraid there's nothing I can do to help you."

"I just need to do something. At least you and Monet got something to do. Don't they have any computer games on this thing?"

* * *

Monet stared through the microscope at a piece of skin from the dead hand shaped alien nicknamed, the face hugger. She was so relieved to finally find a mind almost as intelligent as her own. As well as a task worthy of her intelligence. Learning as much about these things as possible. The physiology of these creatures was amazing. She'd never seen anything like it.  
Beside her, Reed Richards analyzed the creature's blood.

"What did the X-Men do with the aliens that Ice man froze?"

"Why?" She looked up from her research. "Have you found something?"

"Yes, it seems that when the blood is subjected to extreme cold temperatures, it automatically heats itself up, to incredible temperatures. If the X-Men have not destroyed them, when they thaw, they will once again be a threat."

* * *

Fatale, Havok and Random stood in the front hall of the X-Men's mansion. "Now what did Furball want us to do again?" Random asked.

"Find the ones that were frozen by Ice Cube and take them back to his lab for study."

"Finally." Random sighed. "An easy job."

* * *

Shatterstar sat in the infirmary, sulking. His ruined ankle had kept him out of the fighting, and he did not like to be left out of a battle. So instead he sat, watching the television that Beast had installed at the console.

So engrossed was he in the program, that he almost did not notice the shadow that fell over him. He spun in his chair, ready to fight, but he never got the chance.

Fatale's dagger entered through his eye, into his brain, killing him instantly. "How many were there?"

"McCoy said two." Havok answered. "Let's keep moving." He led them into a dark corridor that led back the way they came. "I don't like this." Havok muttered. "They weren't where he said they would-"

Havok's next words were cut off by the sound of his head being ripped from his shoulders. Fatal let out a rare scream as the two monstrosities charged at them.

Random shoved her aside and blasted the Aliens before they had taken two steps. "Well," Random said, looking at the acid drenched corpses and that of their leader. "I don't think the boss will be too happy with us, but at least we're alive."

* * *

"That's amazing." Monet said. "These things seem to be capable of surviving any climate."

"Indeed, they may even be able to survive the vacuum of space." Reed theorized.

Reed Richards jerked up at the sound of the alarm. "Someone's penetrated the inner defenses!" He tapped a few keys on the console, and relaxed. "It's just Wolverine." he said. "I was wondering when he'd show up."

Reed and Monet entered the next room, and informed Xavier and Jubilee of their guest.

"Wolvie's here?" Jubilee asked, in disbelieving joy. "Yes!" She ran from the room to intercept Wolverine. She wanted to have a few minutes alone. She always found public displays of affection to be embarrassing. She ran towards the stairs barely able to hear Wolverine's footsteps up the stairs over the beating of her heart.

She'd heard that Wolverine's regression had accelerated recently, but nothing could have prepared her for what she saw. In the place of the man she once knew, was a creature like something out of a fairy tale. An unpleasant one.

"Wolvie?" she asked quietly. "Is...is that you?"

"Yeah kid." he answered sadly. "It's me."

Tears sprung to her eyes. "Oh Wolvie." She stepped up to him and hugged him fiercely. Behind her, the rest of those left to keep house crowded into the room and stared at what Wolverine had become.

"Not to be rude," Monet said, "But where have you been? Why weren't you with the others?"

"I was busy. But where are the others now? I've got to find them."

"They're looking for the nest." Reed said. "Wolverine, what happened?"

"It's a long story, and we don't have time for long stories. Where is your communications equipment? I know where the nest is." He ran into the communications room, but stopped in the middle of the room. He put a hand to his chest.

"Are you okay Wolverine?" Xavier asked.

"Yeah Prof., I'm fine. Just gettin' cramps that's all."

Jubilee's eyes widened with shock. "Oh no, no not you!"

Wolverine eyed her with concern. "What's wrong?" He grimaced with pain, when another cramp, this one worse than before shot through his chest. Suddenly he realized what had been bothering him all the way over here. He'd left the Punisher outside, not thinking he'd be needed. But right about now, he really would have liked to have one of his guns.

"Seal the exits!" Reed, the voice of reason shouted. "We can't let it get out of the room!"

"Wolvie!" Jubilee started for Wolverine, unsure of what to do.

"Stay back Jubilee!" Monet grabbed her.

"Damnit let go of me you bitch!" She struggled ineffectually in Monet's strong grip.

"Jubilee we've got to be ready to kill it when it comes out! But if you're too close, it might kill you!"

Jubilee could only watch helplessly, as her closest friend was torn apart from the inside. Wolverine's enraged, pain filled scream would echo in her ears forever. He fell to the floor, as the baby alien emerged from his ripped apart rib cage.

The chestburster sprung from the fallen man and looked for a way out of the room. Then, Wolverine's hand grabbed it, and crushed it.

Jubilee collapsed as Monet released her. She could not see through the cloud of tears and she did not want to. She closed her eyes and began to weep. Her sobbing subsided slightly when she felt strong arms embrace her.

"I'm all right darlin'. I'm all right. My healin' factor kicked in before it was even all the way out. I'm all right."

Jubilee clutched at him desperately. "Don't you ever scare me like that again." she reproached him quietly.

"I'll try darlin'."

Next: the search.


	14. The Search

**Chapter 13: The Search**

Sabertooth grinned at the girl walking beside him. "Here we are again Frail. Brings back memories don't it?"

Shadowcat looked at him, it had been weeks since the confrontation with Caliban in the Morlock tunnels after he had kidnapped Jubilee. "Shut up Creed."

"Do I sense some dissension among the ranks?" a voice above them asked. Spider Man was crawling along the ceiling. He'd claimed he didn't want to get his feet wet. "I mean, I know Creed's no charmer, in fact he's a little too much like Carnage for comfort. But let's not forget who's on who's side when we go up against these things."

"Spider Man is right." said the astral projection of Dr. Strange. His physical body was sitting at his home in Greenwich village. "Sabertooth's past crimes notwithstanding, we must not forget he is on our side in this struggle."

"Yer all heart Doc. C'mon Webhead, let's go kick some alien ass."

"Hey Spidey," Shadowcat said, "Do you remember when we fought the Morlocks that time?"

"How could I forget our first date?" he said. _As much as I'd like to._ he thought. _Those guys were uuugly._

"Well, I was just thinking, since the aliens got into the Mansion by way of the Morlock Tunnels, maybe we should start there."

"Sounds good Cat, let's go." _And if my spider sense goes off, I'll know we're getting close._

"Mr. Creed," said Dr. Strange. "If you would be so kind as to lead the way, seeing as how you know the way so well."

"Sure thing Doc. Let's go kiddies! Keep up if you can!" With that, he started running down the tunnel.

"Creed wait up!" Shadowcat cursed as she began to chase him down the tunnel.

"Thanks for backing me up Doc." Spider Man said as he and Dr. Strange hurried off after their companions.

"I spoke only the truth Spider Man. But you are welcome."

* * *

Two hours later, Sabertooth stopped, and scowled.

"'Samatter Sabertooth?" Spiderman asked. "You lose the scent?"

"I never lose the scent Webhead. I just found a more interesting one that's all."

"Do tell tall dark and hairy. What's this new and interesting smell?"

"Something I've never smelled before. It's mixed with something I smell often (death). But primarily, it's alien."

"You mean you've picked up their trial?" Shadowcat asked.

"Better than that babe." He pointed ahead of them. "Looks like they picked up ours."

Spiderman's head began to buzz frantically. "Holy crow, they're all around us!"

Next: Rumble Under the Bronx!


	15. Rumble Under The Bronx

**Chapter 14: Rumble Under the Bronx**

"Okay Doc," Spider Man said as the Aliens closed in. "Looks like we found the nest, time to get the cavalry!"

"Yes of course Spider Man. I won't be gone long."

"Take yer time Doc." Sabertooth said. "I'm lookin' forward to this." Dr. Strange faded from view as the aliens closed in. "All right bugs!" Sabertooth yelled. "Come get some!"  
The aliens in front of them and behind them charged at once.

"Terrific Creed!" Shadow Cat exclaimed. "You've pissed them off!" She phased out just as one of the aliens slashed at her. She glared at Creed, disgusted that he was enjoying this. She almost hoped he would lose the fight.

It was all Spider Man could do to avoid the aliens' attacks and the acid that flew through the air due to Sabertooth's attacks. This was going not going to be fun.

* * *

Venom paced impatiently in the main room of Four Freedoms Plaza. He should have gone with the searchers, they were doing something. Meanwhile more innocents were dying. For the first time, Brock and the Symbiote regretted their hatred of Spider Man. It had been this hatred that had kept Venom from joining him in the search. Around him, the other heroes idly passed the time seemingly unconcerned. But each of them harbored their own concerns.

The Fantastic Four, X-Factor, Avengers and Fire Star were all considering the descriptions of the monsters they were about to fight, trying to prepare for the worst. The members of X-Force were worried about their fallen comrade Shatterstar, the first to be taken out of the fight. His ankle had been seriously mangled by one of the aliens. The Hulk and Cloak & Dagger had their own reasons for being apprehensive. The Hulk's hand no longer hurt, but he was unsure of his ability to fight the creatures. His primary weapons were his bare hands, and he knew that if he broke the shell of one of the things, his hands may very well be dissolved into nothing. Cloak remembered the feeling of one of those things in his cloak. He wasn't sure he wanted to feel it again. And Dagger's light bolts had been virtually ineffective.

All their thoughts were interrupted by arrival of the astral projection of Dr. Strange. "We have found the nest. You must come to their aid immediately. I have the teleportation spell ready."

"Good luck everyone." Reed said. Cyclops did a double take.

"You're not coming?" he asked.

"No, I'm going to stay here to continue my study of these creatures."

"Well yer gonna miss one hell of a fight Stretcho." Thing said. "We'll see you when we get back."

"Come home safe Mommy." Franklin said, only slightly worried.

"I will honey, be good now." She smiled at her son as she, and the rest faded away.

Next: Nightmare in New York 2!


	16. Nightmare in New York prt2

**Chapter 15: Nightmare in New York 2**

Slowly, almost tentatively the manhole cover was pushed up from beneath. A black, nightmarish figure emerged, followed by many others. The alien invasion of New York city had begun. Fortunately, the city was not without it's protectors.

Moonstar silently drew back the string on her bow, while Karma spoke softly into her communicator.

"We have a confirmed sighting," she said. "Home in on our signal and get us some backup." Out of the corner of her eye, she saw a psychic arrow appear in Moonstar's bow. She listened as the others responded. Then she looked at Moonstar, and nodded.

Moonstar released the bowstring, sending the arrow through the skull of the lead alien. The alien stopped, and hissed at the air in front of it. It began to swipe at nothing.

"Good work Moonstar!" Karma congratulated her softly. "It worked!"

"Still got it." Moonstar smiled. "I've never tried it on a non sentient species before."

"Well, now it's my turn to try something new." Karma said. "I've never used my power on a non-sentient species either. But we've got to keep those things busy until the others arrive." She stared at another of the aliens for a moment, and then recoiled in disgust.

"What's wrong?" Moonstar asked. "You look like you've just touched the most repulsive thing in the universe."

"I think I have." Karma replied. "Yeeuch!" Her revulsion was replaced by fear, when she heard a sound on the fire escape.

"Looks like the jig is up." Moonstar said grimly. "They know where we are."

The two aliens that had been attacked began to climb, their claws digging into the brick wall of the building.

"Now would be a great time for back up." Moonstar said, her voice shaking as the first alien reached the top.

***Bamf!*** In a burst of smoke, Nightcrawler appeared above the attacking alien.

"Sounds like a cue to me!" he cried. He landed on the alien, and grabbed it's head. "In order to succeed in this world," he grinned. "You've got to get a head." He teleported across the rooftop with the alien head. The rest of the newly arrived heroes groaned at the pun.

Nightcrawler held the head at arms length while he waited for it to stop biting and dripping acid. To Pete Wisdom it looked like the skull scene in Hamlet.

"If you start quoting from Shakespeare, Fearless Leader, I'll have to deck you." He punctuated his remark by thrusting hot-knives into the skull of the other alien. It twitched, and collapsed.

"You do not like Shakespeare Tovorisch?" Colossus looked at his companion in surprise, and maybe a little disappointment.

"There's a time and a place for everything my tin plated friend. And this isn't the time nor the place for Shakespeare."

"It's always the right time and place for Shakespeare." Amanda disagreed.

"Ahem!" Everyone turned to look at their eerie fellow defenders, Morbius the Living Vampire, and Ghost Rider.

"In case you've forgotten," Morbius said impatiently. "We still have a city to save."

"Oh we haven't forgotten," Nightcrawler said. He drew his sword and pointed it at the growing army of aliens. "Lay on Macduff!" He glanced at Wisdom, as though daring him to make good on his threat.

Ghost Rider sighed inwardly. _Lord what fools these mortals be._

* * *

Namor and his sister Namorita did not take long to find a way to kill the aliens without endangering themselves or the others. They discovered that when hit in the head, the acidic blood leaked, rather than sprayed out. Therefore, they grabbed an alien by the tail, and swung it so that it's head impacted with the wall of a building with enough force to crush it. Other heroes such as Colossus, Iron Fist, Morbius, Douglock, Dare Devil, Elektra, Nightcrawler, Britannic, Black Cat, and Wolfsbane began to use various versions of that method, since they mostly had to rely on their physical bodies to combat a threat.

Deathlock calmly stood in the middle of the street blasting away at any aliens who presented him with an clear target. The battle remained at a stand still for what seemed like hours, until finally the aliens started to come from other sewer access points. Now the heroes were surrounded.

Ghost Rider swept his chain in a wide circle, decapitating several aliens, but the rest closed in on the heroes. Colossus clenched his steel fists, ready to go down fighting, when he heard a scream. He turned, and was horrified to see Wolfsbane in the clutches of several of the aliens. They were dragging her back to the sewer. Around him, many of the other heroes were likewise being captured. In his moment of distraction, an alien managed to get past his defenses and swiped at him with it's claws. With a rending sound, the claws cut shallowly into his metal skin.

Colossus bellowed in pain and rage. He picked up the alien that had attacked him and threw it into another group of aliens. He started of towards his captured teammates, not seeing the alien sneaking up behind. Lockheed swooped down from above and fried the alien with a burst of flame from his mouth. Colossus silently thanked his friend.

And then, an extraordinary thing happened. The aliens dropped their captives and retreated into the sewers.

"It would seem that our friends have found the nest." Namor said. "I believe that we should help them."

"I agree brother," Namorita said grimly. "We must work to avoid any further casualties." Namor saw to his horror what his sister meant. Only Amanda, Colossus, Deathlock, Wisdom, Morbius, Ghostrider, Nightcrawler, Lockheed, Douglock, and Namor and his sister were left alive to continue the fight.

"I'll take their bodies back to Four Freedoms." Amanda said sadly. There would be time to grieve later. "The rest of you, go kill those bastards."

Nightcrawler swallowed the grief and fury that threatened to overwhelm him and followed the others into the dank, smelly labyrinth of the New York City Sewer system.

Next: Rumble Under the Bronx 2


	17. Rumble Under The Bronx prt2

**Chapter 16: Rumble Under the Bronx 2**

Spider Man could not believe his eyes. He, Sabertooth, and Shadow Cat had fought their way into the nest. It was not a pretty sight. "Jesus Herbert Christ, it's time to get a new interior decorator down here!" Spider Man, however was not one to talk. The shirt of his costume was torn to shreds, and his pant's weren't doing to well. Fortunately his mask still hid his face. He dodged a swipe of one of the alien's tails and flipped onto the wall.

"Isn't it time for the cavalry to drop in?" he wondered. Then he saw what he was standing on. "Yeeeaaaa!" he recoiled in shock and revulsion. In doing so, he lost his grip on the wall of the nest and dropped to the floor.

"What's wrong Spidey?" Shadowcat asked. There seemed to be a lull in action. The first wave of alien warriors had been defeated.

"Don't look directly at it," Spidey warned, "But these things have got the most gruesome wall hangings I've ever seen." The walls were lined with the bodies of the missing people. They had been cocooned in the wall, and their chests had been burst from the inside.

"I'm liking these things less and less." Spidey said.

"Say what you like Web Head," Sabertooth said behind them. "When it comes to a fight, there's nothin' better." Sabertooth was an even more gruesome sight than the nest. The left side of his face had been nearly melted off, and his arms and chest were ripped up like shredded beef. "You should see the other guys." he remarked when they stared at him.

"Creed don't you even try to get out of the way when they attack or spray acid?" Shadowcat asked.

"Nope." As they watched, Sabertooth's grievous wounds healed themselves.

"That has to be one of the strangest sights I've ever seen." Spider Man commented. A buzzing in his head warned him of the alien before it could catch him. He ducked, and a laser blast shot over his head and obliterated the threat.

"It's about time you guys showed up!" Shadowcat said.

"Sorry," Iron Man said.

"No prob." Spidey said. "Now, let's do it!"

"It's clobberin' time!" Thing yelled.

Sabertooth tore into the attacking aliens, with Wildchild hot on his heels.

"Watch yourself Wildchild," Shard yelled. "You don't have a healing factor!" A swipe of an alien's tail quickly emphasized her point. His arm was impaled by point of the tail. He screamed as the inner jaws of the Alien punched into his head.

"Bastard." Shard blasted the thing apart. The acid spray hit Forge's bionic hand, disabling it. "Sorry Forge!" she apologized.

"S'o.k. Shard!" he yelled. A shot from his gun hit an alien in the head. The acid spray was considerably less than when hit in the chest. "Aim for the head!" he yelled. Two black arms shot from the ceiling, and grabbed him by the head. "Aagh!" Blood ran down his face.

"Forge!" Storm and Mystique yelled at the same time. Ignoring each other they both went to help their friend. He was yanked up to the ceiling just before they reached him. But not before they fell into the aliens' trap. Five aliens dropped from the ceiling onto them. Even Storm's aerial agility did not save her. She hit the ground hard, knocking the wind out of her. Out of the corner of her eye she saw Mystique reach for her gun but her hand was bitten off by one of the aliens. Storm sent a bolt of lightning into the alien on top of her. The surge of electricity coursed through the alien and her into the floor.

Jean saw cringed at the fate of Storm and Mystique as they were soon overwhelmed by the Alien hordes. An alien leapt at Shard and passed right through her. Bishop blasted the alien.  
"Thanks big brother!" she said.

Bishop hesitated. "Right." He still wasn't sure how to deal with a hologram of his sister. In his moment of distraction however, an alien managed to sneak up on him. Only to be smashed by Thor's hammer.

"Watch your back my friend." he said as the acid dripped harmlessly off his weapon.

"My thanks Thor." Bishop said while blasting another alien.

Suddenly, Cable, Jean and Psylocke reeled from a tremendous telepathic blow. Iron Man, who was monitoring everyone's life signs was shocked as all four of them immediately flatlined.

"What the hell was that?" Meltdown shouted.

"Jean said these things were telepathic!" Cyclops answered. "Maybe they launched an assault on them!"

Caliban screamed as an alien sliced open his arm. He grabbed the alien by the neck and smashed it's head against the wall. More Aliens immediately took advantage of his momentary weakness. He did not get up from the prone position they left him in.

Polaris attempted to use her power against the aliens, but could find no purchase. "There's no metal in these things!"

"Better pull out Polaris," Cyclops said, "No sense giving these things such an easy target!"

Realizing he was right, she started to fly away. Only to be cut off from her escape route. In the confusion, no one saw her go down.

Arc Angel shot his wing knives at the aliens. They embedded themselves in their targets but did no damage. Looking up, he saw an alien preparing to leap at him from above. Of their own accord, his wings sliced cleanly through his attacker, spilling acid onto the bio organic metal. Angel plunged to the ground, his head smashing on the hard Alien resin below.

Despite her aerial agility, an alien managed to grab Wasp. A quick squeeze ended her life.

In a sudden rush; Shadowcat, Thing, Invisible Girl, Warpath, Sunspot, Giant Man and Cyclops were taken out of the fight. Eventually, Iron Man's suit ran out of power, and Bishop's and Domino's guns went dry. They were quickly inundated by Aliens.

When Gambit ran out of cards, he began to charge pieces of dead aliens. Alien blood ate through Cap.'s shield, leaving him weaponless, but not defenseless.

"We're in trouble people!" Cap. yelled. "They just keep coming!"

"How about some back up then!" a voice yelled accompanied by a burst of automatic weapons fire. Punisher and Wolverine had arrived.

"Welcome to the party Runt!" Sabertooth yelled.

"Shut up Creed!" Suddenly, in a black wave, more aliens came from behind them. "Ambush!" Wolverine shouted.

"My apologies comrade!" Colossus' voice called from behind the aliens. "We were not aware that we would be chasing them to you!" In the battle that followed, Deathlock and Punisher ran out of ammo. They vanished in a rush of Aliens.

"These things seem to know just who to hit!" Cap cried. But finally, the alien army was defeated.

Cap looked at the ragged force they had left; Spider Man, Sabertooth, Dr. Strange, Torch, Shard, Siryn, Meltdown, Banshee, Thor, Iceman, Gambit, Beast, Wolverine, Hulk, Firestar, Cloak, Dagger, Venom, Colossus, Wisdom, Morbius, Ghost Rider, Nightcrawler, Lockheed, Douglock, Namor, Namorita, Dare Devil and himself.

"Nightcrawler, why don't you scout up ahead?" Cap. suggested.

"Certainly." Nightcrawler began to teleport down the tunnel, seeing no sign of any more aliens. _Could we have won?_ he thought. _We'll have to destroy those eggs, but..._ He arrived in a large chamber, and caught his breath. "Mein Gott en Himmel." he murmured.

Cap turned at the sound of Nightcrawler's return.

"There's a lot of eggs, but there's also some sort of Queen, about twenty feet tall."

"My God." Cap thought for a moment. "All right, only our heavy hitters are gonna be any good. The strike team will consist of Sabertooth, Torch, Meltdown, Thor, Iceman, Wolverine, Hulk, Venom, Colossus, Douglock, Namor, Namorita and myself. The rest of you, get out of here."

"No offense Cap." Spidey said. "But I think you should come with us. You're not super strong, only at the peak of human condition."

Cap scowled but reluctantly agreed. "All right then. Good luck."

Next: God Kill the Queen


	18. God Kill The Queen

**Chapter 17: God Kill the Queen**

With a shout, Torch flew into the Queen's chamber with the others arrayed behind him. Sabertooth and Wolverine were the first to attack.

"Let's go Runt!" Sabertooth yelled. He leapt on the queen and slashed his claws across her exoskeleton. They barely scratched the surface.

"Let me try mine!" Wolverine shouted, and slashed at the Queen. His longer claws managed to penetrate her hide.

The Queen screeched in fury, grabbing up Wolverine and Sabertooth in her claws. With a strength borne of anger, the Queen hurled them against the chamber wall, taking them temporarily out of the fight.

Iceman tried to freeze the Queen to the floor, but she freed herself and smashed his ice ramp. Ice man tumbled to the floor but was unhurt.

Torch let loose with all the fire he could muster, but the Queen's thick hide was not affected.

"Torch!" Hulk yelled. "Lets take Iceman, Namor, his sister, Colossus, Venom and Douglock and destroy the eggs!"

"Let's rock!" Meltdown shouted as Hulk left the chamber. She threw a bomb into the egg sack, blowing a huge hole in it. The Queen screamed in pain as well as fear as the future of her race was threatened. Meltdown destroyed the rest of the egg sack. "All yours Thor!" she called.

The Queen advanced on Meltdown, but Thor intervened.

"Nay beast, fight me!" The Queen swiped at him, but he dodged. "Let us end this!" he shouted. He swung his hammer in a circle and threw it. The hammer smashed through the Alien Queen's skull and returned to Thor's hand. Thor smiled and thought the battle over, but a swipe of the Queen's tail knocked him against the wall.

"These things just don't know when they're dead!" Meltdown cried. The Queen turned towards her, and she threw a bomb at it. It's left leg was destroyed but it kept coming.

"Die already!" Wolverine and Sabertooth yelled. They leapt upon the Queen once more and began slowly but surely slicing her to pieces.

When the battle was finally over, Sabertooth and Wolverine allowed their wounds to heal and an almost eerie quiet settled over the sewers. Hulk and the others returned from their mission and looked quietly at the Queen's carcass.

It was over.

Next: Aftermath


	19. Aftermath

**Chapter 18: Aftermath**

Captain America stood with the rest of the survivors in the main hall of Four Freedoms. The battle had been costly but they'd won. Despite all the losses, and the grief that was left behind, they had destroyed a threat to the entire planet.

But it didn't feel like a victory.

The ranks of the X-Men, X-Force and X-Factor had been decimated. Generation X was without a home.

Most of the survivors were in the Avengers or were not affiliated with any team.

Some may join other teams, others may go solo. And some of the teams might even be rebuilt. But the important thing was that, for now, the world was safe.

The End

_AN: So whatta ya think? Originally when I wrote this thing it had a lot of injuries, but no deaths. Then someone online pointed out that, that's no way to do a proper Aliens story._


End file.
